Minutes of Extraordinary General Meeting on 9 August 2023 in DecideAct A/S
DecideAct A/S [ACT], company announcement no. 11-2023:
Wednesday 9 August 2023 at 15:00 CEST, DecideAct A/S (cvr.no. 36077735, the “Company”) held an extraordinary general meeting at the Company’s office located at Østre Kajgade 3, 3730 Nexø, Bornholm, Denmark with the following agenda:
Agenda
- Election of chairman of the general meeting
- Proposals from the Board of Directors:
- Authorization to the Board of Directors re. issuance of convertible debt
- Authorization to the Board of Directors re. capital increase with pre-emption rights
- Any other business
The chairman of the Board of Directors, Peter Søndergaard Jensen, welcomed everyone and declared that the Board of Directors had proposed that assistant attorney Rasmus Schou Pedersen was elected as chairman of the meeting.
The chairman of the meeting thanked for the nomination and declared that no objections had been raised against the proposal, for which reason the chairman of the meeting regarded the proposal as adopted.
The chairman of the meeting declared that the general meeting had been convened in accordance with the rules in the Danish Companies Act, the Company's articles of association and the rules for companies listed on Nasdaq First North Growth Market Denmark. The chairman of the meeting then established that the general meeting was duly convened and quorate with regard to the agenda in the notice to convene the general meeting.
At the general meeting, a share capital of nominal DKK 835,171.30 and 8,351,713 votes were represented, corresponding to appx. 69.43 % of the total share capital of nominal DKK 1,202,838.6 and the total number of votes of 12,028,386. The following votes were cast in advance:
4,566,468 votes by proxy to the Board of Directors, 95,677 votes by proxy to the Board of Directors with specific voting instructions from shareholders and 3,689,568 postal votes.
Resolutions of the annual general meeting:
Re 1. Election of chairman of the general meeting
The general meeting appointed Rasmus Schou Pedersen as chairman of the general meeting.
Re 2. Proposals from the Board of Directors
The general meeting took a position on the following proposals from the Board of Directors:
Re 2a. Authorization to the Board of Directors re. issuance of convertible debt
The Board of Directors had proposed that the general meeting authorised the Board of Directors to raise loans in one or more rounds through issuance of convertible loans, which are convertible into shares for up to a total of nominally DKK 900,000 without pre-emption rights for existing investors for a period of 5 years from the date of the extraordinary general meeting under section 155(2) of the Danish Companies Act.
The proposal was adopted by the general meeting unanimously and with all votes present.
The chairman of the general meeting noted that the new article 4.8 in the Company’s articles of association will be worded as follows:
| Selskabet kan ved bestyrelsens beslutning ad en eller flere gange optage lån mod udstedelse af konvertible gældsbreve, der giver långiver en ret til at konvertere sin fordring til aktier i selskabet der på tidspunktet for udnyttelse af bemyndigelsen skal svare til markedskurs eller favørkurs. | The Company may, by resolution of the board of directors, raise a loan, in one or more rounds, through the issue of loan notes entitling the lender to convert its claim into shares in the Company that at the time of the exercise of the authorization must correspond to market value or a price below market value. |
| Denne bemyndigelse gælder indtil 9. august 2028. Lån skal ske ved kontant indbetaling uden fortegningsret for de øvrige aktionærer. | This authorization is valid until 9 August 2028. The loan must be paid in cash and the other shareholders’ pre-emption rights are not to apply. |
| Selskabskapitalen kan i henhold til denne bestemmelse ad en eller flere gange forhøjes med op til i alt nominelt kr. 900.000 ved konvertering af de af Selskabet udstedte konvertible gældsbreve til aktier a nominelt kr. 0,10 i henhold til ovennævnte bemyndigelse. | Under this provision, the share capital may be raised, in one or more rounds, by up to nominally DKK 900,000 in total by converting the convertible loan notes issued by the Company under the above authorization into shares of nominally DKK 0.10. |
For de nye aktier udstedt i henhold til denne bemyndigelse skal gælde:
|
For the new shares issued pursuant to this authorization, the following must apply:
|
| Selskabets bestyrelse træffer beslutning om alle øvrige forhold, fx udnyttelseskurs, konverteringsfrist med videre, herunder bemyndiges bestyrelsen til at foretage de nødvendige konsekvensændringer til vedtægterne inklusiv den i forbindelse med en konvertering af det konvertible gældsbrev hørende kapitalforhøjelse. | The board decides on all other matters, e.g. exercise price, deadline for conversion etc., including an authorization for the board of directors to make the necessary consequential changes to the articles of association in connection with the capital increase implemented subject to a conversion. |
Re 2b. Authorization to the Board of Directors re. capital increase with pre-emption rights
The Board of Directors had proposed that the Board of Directors was authorised to raise the Company’s share capital by up to a total of nominally DKK 700,000 with pre-emption rights for existing shareholders for a period until 31 December 2023 from the date of the extraordinary general meeting under section 155 of the Danish Companies Act.
The proposal was adopted by the general meeting.
The chairman of the general meeting noted that the new article 4.9 in the Company’s articles of association will be worded as follows:
| Bestyrelsen er bemyndiget indtil den 31. december 2023 at træffe beslutninger om at forhøje aktiekapitalen ad en eller flere gange med indtil nominelt 700.000 kr. fordelt på 7.000.000 aktier á nominelt kr. 0,10 til favørkurs eller markedskurs med fortegningsret for eksisterende aktionærer. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld. | The Board of Directors is until 31 December 2023 authorized to increase the share capital in one or more stages by up to nominally DKK 700,000 divided into 7,000,000 shares of nominally DKK 0.10 each at or below market value with pre-emption rights for the existing shareholders. Capital increases shall be settled by cash payment, contribution in kind or debt conversion. |
The chairman of the general meeting noted that new shares issued pursuant to the authorization will be subject to the terms in existing article 4.7, i.e. the new shares shall:
- be subject to the same rules as the existing shares of the Company
- be registered in the name of the holder in the Company's register of shareholders
- be negotiable instruments
- be subject to the same rules on pre-emption rights, voting rights and redeemability as the existing shares.
***
The general meeting authorized the chairman of the meeting assistant attorney Rasmus Schou Pedersen (with a right of substitution) on behalf of the Company to apply the Danish Business Authority or other authorities for registration of the resolutions passed by the general meeting and in this connection to make any such amendments to the documents prepared for such resolutions that may be required for registration with the Danish Business Authority or other authorities.
The annual general meeting was adjourned at 15:17 CEST.
As chairman of the meeting:
_________________________
Rasmus Schou Pedersen
Assistant attorney
Contact Information
Company:
CEO, Flemming Videriksen
+ 45 78756550
E-mail: ir@decideact.net
DecideAct A/S
Østre Kajgade 3, 3730 Nexø, Denmark
Financial Adviser:
Managing Partner Søren Jonas Bruun
+45 40561109
E-mail: sb@gemstonecapital.com
Certified Adviser:
Keswick Global AG